-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GdJmC2cMN42jw3zgZQ5dAGeZ8FPU1J6TLggpOaQoN+erBBLlHyu0R4kLl8k8Vv3m Lj3ZNkWASud5Myu8DhoCoQ== 0000891118-97-000030.txt : 19971229 0000891118-97-000030.hdr.sgml : 19971229 ACCESSION NUMBER: 0000891118-97-000030 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971224 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHGRAINS CO /DE/ CENTRAL INDEX KEY: 0001004985 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 363201045 STATE OF INCORPORATION: DE FISCAL YEAR END: 0326 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-27426 FILM NUMBER: 97744775 BUSINESS ADDRESS: STREET 1: 8400 MARYLAND AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3142597000 MAIL ADDRESS: STREET 1: 8400 MARYLAND AVE CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: CAMPBELL TAGGART INC /DE/ DATE OF NAME CHANGE: 19960328 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K Annual Report (Mark One) [X] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 1997 Or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 ------------------------------ Commission file number ___________________ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: THE EARTHGRAINS COMPANY 8400 Maryland Avenue St. Louis, Missouri 63105 REQUIRED INFORMATION Item 1. The Plan is subject to ERISA. See Item 4. Item 2. The Plan is subject to ERISA. See Item 4. Item 3. The Plan is subject to ERISA. See Item 4. Item 4. Financial Statements and Exhibits. ---------------------------------- (a) Financial Statements: Audited Statement of Net Assets Available for Benefits at June 30, 1997, June 30, 1996 and March 31, 1996. Audited Statement of Changes in Net Assets Available for Benefits for the twelve months ended June 30, 1997, for the three months ended June 30, 1996, and for the twelve months ended March 31, 1996. Notes to Financial Statements Line 27a - Schedule of Assets Held for Investment Purposes at June 30, 1997. Line 27d - Schedule of Reportable Transactions for the twelve months ended June 30, 1997. Appendix information has not been provided. (b) Exhibits: Exhibit 23 Consent of Independent Accountants SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN By: EDWARD J. WIZEMAN ------------------------- Edward J. Wizeman Administrative Committee Member Date: December 23, 1997 THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/ 401(K) PLAN Financial Statements and Additional Information June 30, 1997, June 30, 1996 and March 31, 1996 THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN Index to Financial Statements and Additional Information June 30, 1997 - --------------------------------------------------------------------------- Page Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Benefits with fund Information 2-4 Statements of Changes in Net Assets Available for Benefits with Fund Information 5-7 Notes to Financial Statements 8-12 Additional Information*: Line 27a-Schedule of Assets Held for Investment Purposes, June 30, 1997 Schedule I Line 27d-Schedule of Reportable Transactions, 12 months Ended June 30, 1997 Schedule II * Other schedules required by Section 2520.103-10 of Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. Price Waterhouse LLP Report of Indendent Accountants September 19, 1997 To the Participants and Administrator of The Earthgrains Company Employee Stock Ownership/401(k) Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of The Earthgrains Employee Stock Ownership/401(k) Plan at June 30, 1997, June 30, 1996 and March 31, 1996, and the changes in net assets available for benefits for the periods then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and the changes in net assets available for benefits of each fund. Schedules I and II and the Fund Information have been subjected tot he auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP Price Waterhouse LLP THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN Statement of Net Assets Available for Benefits with Fund Information June 30, 1997 Page 2 - --------------------------------------------------------------------------- The Anheuser- Fidelity Earthgrains Busch Fidelity Fidelity Fidelity U.S. asset Company Companies money marked Intermediate equity index manager stock fund stock fund trust fund bond fund portfolio fund Assets Receivables: Contributions: Participant $ - $ - $ - $ - $ - $ - Employer 204,557 Other 279,178 Interest 518 196 16 24 114 45 ---------- ---------- ---------- ---------- ---------- ---------- 205,075 279,374 16 24 114 45 ---------- ---------- ---------- ---------- ---------- ---------- Investments, at fair value The Earthgrains Company Common Stock* 38,345,398 Anheuser-Busch Companies, Inc. Common Stock* 10,244,638 The Earthgrains Company Fidelity Money Market Trust Fund 277,279 The Earthgrains Company Fidelity Intermediate Bond Fund 639,641 The Earthgrains Company Fidelity U.S. Equity Index Portfolio* 3,346,578 The Earthgrains Company Fidelity Asset Manager Fund 1,061,911 The Earthgrains Company Fidelity Contra Fund Participant loans - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total Investments 38,345,398 10,244,638 277,279 639,641 3,346,578 1,061,911 ---------- ---------- ---------- ---------- ---------- ---------- Total Assets 38,550,473 10,524,012 277,295 639,665 3,346,692 1,061,956 ---------- ---------- --------- ---------- ---------- ---------- Liabilities: Notes payable 14,446,624 Other payable 204,572 5 1 1 3 - ---------- ---------- ---------- ---------- ---------- ---------- Total Liabilities: 14,651,196 5 1 1 3 - ---------- ---------- ---------- ---------- ---------- ---------- Net Assets available for benefits $23,899,277 $10,524,007 $277,294 $639,664 $3,346,689 $1,061,956 =========== =========== ========== ========== ========== ========== * Represents more than 5% of net assets available for benefits Fidelity Participant contra loans fund fund Total Assets Receivables: Contributions: Participant $ - $ - $ - Employer 204,557 Other 279,178 Interest 16 - 929 --------- ---------- ---------- 16 - 484,664 --------- ---------- ---------- Investments, at fair value The Earthgrains Company Common Stock* 38,345,398 Anheuser-Busch Companies, Inc. Common Stock* 10,244,638 The Earthgrains Company Fidelity Money Market Trust Fund 277,279 The Earthgrains Company Fidelity Intermediate Bond Fund 639,641 The Earthgrains Company Fidelity U.S. Equity Index Portfolio* 3,346,578 The Earthgrains Company Fidelity Asset Manager Fund 1,061,911 The Earthgrains Company Fidelity Contra Fund 982,384 982,384 Participant loans - 400,707 400,707 --------- ---------- ---------- Total Investments 982,384 400,707 55,298,536 --------- ---------- ---------- Total Assets 982,400 400,707 55,783,200 --------- ---------- ---------- Liabilities: Notes payable - - 14,446,624 Other payable - - 204,582 --------- ---------- ---------- Total Liabilities: 14,651,206 --------- ---------- ---------- Net Assets available for benefits $982,400 $400,707 $41,131,994 ========= ========== ========== * Represents more than 5% of net assets available for benefits
The accompanying notes are an integral part of these financial statements. THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN Statement of Net Assets Available for Benefits with Fund Information June 30, 1996 Page 3 - -------------------------------------------------------------------------- The Anheuser- Fidelity Earthgrains Busch Fidelity Fidelity Fidelity U.S. asset Company Companies money marked Intermediate equity index manager stock fund stock fund trust fund bond fund portfolio fund Assets Receivables: Contributions: Participant $ - $ - $ - $ - $ - $ - Employer - - - - - - Interest - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Investments, at fair value The Earthgrains Company Common Stock 701,452 Anheuser-Busch Companies, Inc. Common Stock* 11,366,764 The Earthgrains Company Fidelity Money Market Trust Fund 225,063 The Earthgrains Company Fidelity Intermediate Bond Fund 679,111 The Earthgrains Company Fidelity U.S. Equity Index Portfolio* 1,721,787 The Earthgrains Company Fidelity Asset Manager Fund 747,981 The Earthgrains Company Fidelity Contra Fund Participant loans - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total Investments 701,452 11,366,764 225,063 679,111 1,721,787 747,981 ---------- ---------- ---------- ---------- ---------- ---------- Total Assets 701,452 11,366,764 225,063 679,111 1,721,787 747,981 ---------- ---------- --------- ---------- ---------- ---------- Liabilities: Total Liabilities: - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Net Assets available for benefits $701,452 $11,366,764 $225,063 $679,111 $1,721,787 $747,981 =========== =========== ========== ========== ========== ========== * Represents more than 5% of net assets available for benefits Fidelity Participant contra loans fund fund Total Assets Receivables: Contributions: Participant $ - $ - $ - Employer - - - Interest - - - --------- ---------- ---------- - - - --------- ---------- ---------- Investments, at fair value The Earthgrains Company Common Stock 701,452 Anheuser-Busch Companies, Inc. Common Stock* 11,366,764 The Earthgrains Company Fidelity Money Market Trust Fund 225,063 The Earthgrains Company Fidelity Intermediate Bond Fund 679,111 The Earthgrains Company Fidelity U.S. Equity Index Portfolio* 1,721,787 The Earthgrains Company Fidelity Asset Manager Fund 747,981 The Earthgrains Company Fidelity Contra Fund Participant loans - 371,877 371,877 --------- ---------- ---------- Total Investments - 371,877 371,877 --------- ---------- ---------- Total Assets - 371,877 371,877 --------- ---------- ---------- Liabilities: Total Liabilities: - - - --------- ---------- ---------- Net Assets available for benefits - $371,877 $371,877 ========= ========== ========== * Represents more than 5% of net assets available for benefits
The accompanying notes are an integral part of these financial statements. THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN Statement of Net Assets Available for Benefits with Fund Information March 31, 1996 Page 4 - --------------------------------------------------------------------------- The Anheuser- Fidelity Earthgrains Busch Fidelity Fidelity Fidelity U.S. asset Company Companies money marked Intermediate equity index manager stock fund stock fund trust fund bond fund portfolio fund Assets Receivables: Contributions: Participant $ - $ 49,604 $ 1,179 $ 4,716 $ 1,768 $ 3,536 Employer Interest - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- - 49,604 1,179 4,716 1,768 3,536 ---------- ---------- ---------- ---------- ---------- ---------- Investments, at fair value The Earthgrains Company Common Stock 183,955 Anheuser-Busch Companies, Inc. Common Stock* 10,437,756 The Earthgrains Company Fidelity Money Market Trust Fund 209,780 The Earthgrains Company Fidelity Intermediate Bond Fund 663,851 The Earthgrains Company Fidelity U.S. Equity Index Portfolio* 1,461,423 The Earthgrains Company Fidelity Asset Manager Fund 683,163 The Earthgrains Company Fidelity Contra Fund Participant loans - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total Investments 183,955 10,437,756 209,780 663,851 1,461,423 683,163 ---------- ---------- ---------- ---------- ---------- ---------- Total Assets 183,955 10,437,756 209,780 663,851 1,461,423 683,163 ---------- ---------- --------- ---------- ---------- ---------- Liabilities: Total Liabilities: - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Net Assets available for benefits $183,955 $10,437,756 $209,780 $663,851 $1,461,423 $683,163 =========== =========== ========== ========== ========== ========== * Represents more than 5% of net assets available for benefits Fidelity Participant contra loans fund fund Total Assets Receivables: Contributions: Participant $ - $ - $60,803 Employer - - - Interest - - - --------- ---------- ---------- - - 60,803 --------- ---------- ---------- Investments, at fair value The Earthgrains Company Common Stock 183,955 Anheuser-Busch Companies, Inc. Common Stock* 10,436,756 The Earthgrains Company Fidelity Money Market Trust Fund 209,780 The Earthgrains Company Fidelity Intermediate Bond Fund 663,851 The Earthgrains Company Fidelity U.S. Equity Index Portfolio* 1,461,423 The Earthgrains Company Fidelity Asset Manager Fund 683,163 The Earthgrains Company Fidelity Contra Fund Participant loans - 178,821 178,821 --------- ---------- ---------- Total Investments - 178,821 13,818,749 --------- ---------- ---------- Total Assets - 178,821 13,818,749 --------- ---------- ---------- Liabilities: Total Liabilities: - - - --------- ---------- ---------- Net Assets available for benefits - $178,821 $13,818,749 ========= ========== ========== * Represents more than 5% of net assets available for benefits
The accompanying notes are an integral part of these financial statements. THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information 12 Months Ended June 30, 1997 Page 5 - --------------------------------------------------------------------------- The Anheuser- Fidelity Earthgrains Busch Fidelity Fidelity Fidelity U.S. asset Company Companies money marked Intermediate equity index manager stock fund stock fund trust fund bond fund portfolio fund Additions to net assets attributed to: Contributions: Employer $3,462,904 $ - $ - $ - $ - $ - Participant 2,075,936 (19,380) 110,125 163,335 790,601 308,857 ---------- ---------- ---------- ---------- ---------- ---------- 5,538,840 (19,380) 110,125 163,335 790,601 308,857 Investment income: Interest 13,913 44,999 501 Dividends 121,414 271,184 74,231 80,247 Net realized and unrealized appreciation in fair value of investment 17,703,333 1,309,924 - 5,665 720,357 98,566 ---------- ---------- ---------- ---------- ---------- ---------- 17,824,747 1,581,108 13,913 50,664 794,588 179,314 Total additions 23,363,587 1,561,728 124,038 213,999 1,585,189 488,171 ---------- ---------- ---------- ---------- ---------- ---------- Deductions from net assets attributed to: Distributions to participants 268,512 830,572 17,088 31,127 166,051 76,711 Interest expense 1,207,523 Administrative expenses 14,800 23 483 807 3,708 1,451 ---------- ---------- ---------- ---------- ---------- ---------- Total deductions 1,490,835 830,572 17,571 31,127 166,051 76,711 ---------- ---------- ---------- ---------- ---------- ---------- Transfer of assets from (to) Anheuser-Busch plans 522,155 (52,115) (642) (681) (34,077) (8,915) Interfund transfer in (out) 802,918 (1,521,775) (53,594) (220,831) 243,549 (87,119) ---------- ---------- ---------- ---------- ---------- ---------- Net transfer in (out) 1,325,073 (1,573,890) (54,236) (221,512) 209,472 (96,034) ---------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 23,197,825 (842,757) 52,231 (39,447) 1,624,902 313,975 Net assets available for benefits, beginning of year 701,452 11,366,764 225,063 679,111 1,721,787 747,981 ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits, end of year $23,899,277 $10,524,007 $277,294 $639,664 $3,346,689 $1,061,956 =========== =========== ========== ========== ========== ========== Fidelity Participant contra loans fund fund Total Additions to net assets attributed to: Contributions: Employer $ - $ - $3,462,904 Participant 52,487 174,167 3,656,128 --------- ---------- ---------- 52,487 174,167 7,119,032 Investment income: Interest 3 59,416 Dividends 16,945 564,021 Net realized and unrealized appreciation in fair value of investment 85,211 - 19,923,056 --------- ---------- ---------- 102,156 3 20,546,493 Total additions 154,643 174,170 27,665,525 --------- ---------- ---------- Deductions from net assets attributed to: Distributions to participants 1,392 152,958 1,544,411 Interest expense 1,207,523 Administrative expenses 4 - 21,276 --------- ---------- ---------- Total deductions 1,396 152,958 2,773,210 --------- ---------- ---------- Transfer of assets from (to) Anheuser-Busch plans (81) 425,644 Interfund transfer in (out) 829,234 7,618 - --------- ---------- ---------- Net transfer in (out) 829,153 7,618 425,644 --------- ---------- ---------- Net increase (decrease) 982,400 28,830 25,317,959 Net assets available for benefits, beginning of year - 371,877 15,814,035 --------- ---------- ---------- Net assets available for benefits, end of year $982,400 $400,707 $41,131,994 ========= ========== ===========
The accompanying notes are an integral part of these financial statements. THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information 3 Months Ended June 30, 1996 Page 6 - --------------------------------------------------------------------------- The Anheuser- Fidelity Earthgrains Busch Fidelity Fidelity Fidelity U.S. asset Company Companies money marked Intermediate equity index manager stock fund stock fund trust fund bond fund portfolio fund Additions to net assets attributed to: Contributions: Employer $ - $ - $ - $ - $ - $ - Participant 429,504 17,974 39,764 157,133 68,387 ---------- ---------- ---------- ---------- ---------- ---------- 429,504 17,974 39,764 157,133 68,387 Investment income: Interest Dividends Net realized and unrealized appreciation in fair value of investment 26 183,394 200 1,403 11,421 7,013 ---------- ---------- ---------- ---------- ---------- ---------- 26 183,394 200 1,403 11,421 7,013 Total additions 429,530 183,394 18,174 41,167 168,554 75,400 ---------- ---------- ---------- ---------- ---------- ---------- Deductions from net assets attributed to: Distributions to participants 9,759 302,928 10,383 24,656 57,565 38,199 Interest expense Administrative expenses - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total deductions 9,759 302,928 10,383 24,656 57,565 38,199 ---------- ---------- ---------- ---------- ---------- ---------- Transfer of assets from (to) Anheuser-Busch plans 97,726 998,938 6,313 (5,967) 147,607 24,081 ---------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 517,497 879,404 14,104 10,544 258,596 61,282 Net assets available for benefits, beginning of year 183,955 10,487,360 210,959 668,567 1,463,191 686,699 ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits, end of year $ 701,452 $11,366,764 $225,063 $679,111 $1,721,787 $ 747,981 =========== =========== ========== ========== ========== ========== Fidelity Participant contra loans fund fund Total Additions to net assets attributed to: Contributions: Employer $ - $ - $ - Participant 712,762 --------- ---------- ---------- - - 712,762 Investment income: Interest 40,653 40,653 Dividends - Net realized and unrealized appreciation in fair value of investment - - 203,457 --------- ---------- ---------- - 40,653 244,110 Total additions - 40,653 956,872 --------- ---------- ---------- Deductions from net assets attributed to: Distributions to participants 665 444,155 Interest expense - Administrative expenses - - - --------- ---------- ---------- Total deductions - 665 444,155 --------- ---------- ---------- Transfer of assets from (to) Anheuser-Busch plans 153,068 1,421,766 --------- ---------- ---------- Net increase (decrease) 193,056 1,934,483 Net assets available for benefits, beginning of year - 178,821 13,879,552 --------- ---------- ---------- Net assets available for benefits, end of year $ - $371,877 $15,814,035 ========= ========== ===========
The accompanying notes are an integral part of these financial statements. THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(K) PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information 12 Months Ended March 31, 1996 Page 7 - --------------------------------------------------------------------------- The Anheuser- Fidelity Earthgrains Busch Fidelity Fidelity Fidelity U.S. asset Company Companies money marked Intermediate equity index manager stock fund stock fund trust fund bond fund portfolio fund Additions to net assets attributed to: Contributions: Employer $ - $767,066 $ - $ - $ - $ - Participant 2,068,257 57,893 176,174 287,912 214,503 ---------- ---------- ---------- ---------- ---------- ---------- 2,835,323 57,893 176,174 287,912 214,503 Investment income: Interest 4,420 Dividends 76,709 Net realized and unrealized appreciation in fair value of investment 64,307 4,592,577 5,102 26,538 210,256 128,028 ---------- ---------- ---------- ---------- ---------- ---------- 64,307 4,673,706 5,102 26,538 210,256 128,028 Transfer in at Fund inception 119,648 - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total additions 183,955 7,509,029 62,995 202,712 498,168 342,531 ---------- ---------- ---------- ---------- ---------- ---------- Deductions from net assets attributed to: Distributions to participants 461,852 4,027 15,692 36,258 14,943 Interest expense Administrative expenses - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total deductions - 461,852 4,027 15,692 36,258 14,943 ---------- ---------- ---------- ---------- ---------- ---------- Transfer of assets from (to) Anheuser-Busch plans (539,761) (1,179) 1,752 9,288 (3,536) Interfund transfer in (out) - (1,031,748) 24,852 232.921 591,910 108,486 ---------- ---------- ---------- ---------- ---------- ---------- Net transfer in (out) - (1,571,509) 23,673 234,673 601,198 104,950 ---------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 183,955 5,475,668 82,641 421,693 1,063,108 432,538 Net assets available for benefits, beginning of year - 5,011,692 128,318 246,874 400,083 254,161 ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits, end of year $ 183,955 $10,487,360 $210,959 $668,567 $1,463,191 $ 686,699 =========== =========== ========== ========== ========== ========== Fidelity Participant contra loans fund fund Total Additions to net assets attributed to: Contributions: Employer $ - $ - $ 767,066 Participant 2,804,739 --------- ---------- ---------- - - 3,571,805 Investment income: Interest 6,382 10,802 Dividends 76,709 Net realized and unrealized appreciation in fair value of investment - (5,752) 5,021,056 --------- ---------- ---------- 630 5,108,567 Transfer in at Fund inception - - 119,648 --------- ---------- ---------- Total additions - 630 8,800,020 --------- ---------- ---------- Deductions from net assets attributed to: Distributions to participants 1,875 534,674 Interest expense - Administrative expenses - - - --------- ---------- ---------- Total deductions - 1,875 534,674 --------- ---------- ---------- Transfer of assets from (to) Anheuser-Busch plans (533,436) Interfund transfer in (out) - 73,579 - --------- ---------- ---------- Net transfer in (out) - 73,579 (533,436) --------- ---------- ---------- Net increase (decrease) - 72,334 7,731,937 Net assets available for benefits, beginning of year - 106,487 6,147,615 --------- ---------- ---------- Net assets available for benefits, end of year $ - $178,821 $13,879,552 ========= ========== ===========
The accompanying notes are an integral part of these financial statements. THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(k) PLAN Notes to Financial Statements June 30, 1997 Page 8 - --------------------------------------------------------------------------- - ------------- 1. Description of the plan The following summary of The Earthgrains Employee Stock Ownership/401(k) Plan (Plan) is intended to provide only a general description of the Plan. Participants should refer to the plan document for more complete information. General The Earthgrains Company Employee Stock Ownership/401(k) Plan is an amendment and restatement, effective July 1, 1996, of The Earthgrains Company Employee Stock Ownership Plan. The Earthgrains Company Employee Stock Ownership Plan was an amendment and restatement, effective March 26, 1996, of the Anheuser-Busch Companies, Inc. Deferred Income Stock Purchase and Savings Plan (for certain employees of Campbell Taggart, Inc.), which was originally adopted by The Earthgrains Company (Earthgrains or the Company), formerly known as Campbell Taggart, Inc., effective July 1, 1994, for the exclusive benefit of its eligible employees. The Plan is intended to be an employee stock ownership plan (ESOP) within the meaning of the Internal Revenue Code (Code), designed to primarily invest in Company common stock, and is intended to constitute a cash or deferred arrangement pursuant to section 401(k) of the Code. Plan amendments Effective March 26, 1996, Earthgrains was spun-off as an independent, public company from Anheuser-Busch Companies, Inc. (Anheuser-Busch). The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan was amended and renamed The Earthgrains Company Employee Stock Ownership Plan, effective March 26, 1996, in order to make certain changes consistent with the Company's spin-off from Anheuser-Busch. On this date, provisions were added to the Plan to permit the leveraged acquisition of Company common stock by the Plan. Additionally, each participant's account in the Plan was credited with one share of Earthgrains common stock for every 25 shares of Anheuser-Busch common stock owned at the record date. As a result of this transaction, the Plan's assets were transferred from Anheuser-Busch to The Earthgrains Company and a new investment fund, The Earthgrains Company Stock Fund, was created to hold investments in Earthgrains common stock. Effective July 1, 1996, The Earthgrains Company Employee Stock Ownership Plan was amended and renamed The Earthgrains Company Stock Ownership/401(k) Plan and the Plan's year end was changed from March 31 to June 30. Plan administration The Plan's named fiduciaries are Earthgrains, as sponsor and plan administrator, and Wachovia Bank of North Carolina, N.A. as trustee. As sponsor, the Company has the right to amend the Plan, designate the Plan's named fiduciaries and exercise all fiduciary functions necessary for the operation of the Plan except those which are assigned to another named fiduciary by the Plan or the trust agreement. The Company has appointed the Human Resource Committee to exercise the trust agreement. The Company has appointed the Human Resource Committee to exercise the authority and responsibility for general administration of the Plan. The trustee has the exclusive authority and discretion to invest, manage and hold assets of the trust in accordance with the provisions of the Plan and the separate trust agreement. THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(k) PLAN Notes to Financial Statements June 30, 1997 Page 9 - ------------------------------------------------------------------------- Plan participation Each employee of a participating employer (other than employees covered by a collective bargaining agreement) is eligible to participate in the Plan after the employee has been credited with one year of service. Participation by eligible employees is voluntary. Contributions A participant may make matched and unmatched contributions. Both matched and unmatched contributions may be before-tax and after-tax. A participant may contribute from 1% to 3% of their compensation through payroll deduction for before-tax matched contributions and after-tax matched contributions. The sum of the matched contributions may not be less than 1% or more than 3% of the participant's compensation. In addition, the participant may contribute from 1%-16% of their compensation through payroll deduction for before-tax unmatched contributions and after- tax unmatched contributions; however, the maximum amount of before-tax contributions allowed in calendar year 1996 was $9,500. In addition, the sum of before-tax and after-tax contribution rates must not exceed 16% of a participant's compensation, subject to certain limitations of the Internal Revenue Code. The participant's employer then contributes a matching amount equal to 100% of the matched contributions, but no more than 3% of annual compensation. Participant contributions vest and become non-forfeitable immediately. Employer contributions vest and become non-forfeitable after two years of service. Employer contributions also vest upon termination of employment by reason of death, permanent disability, upon termination of employment after reaching age 60, or in the event of a "change in control" of the Company (as defined in the Plan). Forfeitures of nonvested balances are used to pay administrative Plan expenses. Investments The trustee maintains The Earthgrains Company Stock Fund, the Anheuser-Busch Stock Fund, the Fidelity Retirement Money Market Portfolio, the Fidelity Intermediate Bond Fund, the Fidelity Asset Manager Fund, the Fidelity U.S. Equity Index Portfolio and the Fidelity Contra Fund for the investment of participant and employer contributions. All employer contributions are invested in The Earthgrains Company Stock Fund. At least 50% of each participant's matched contributions must be invested in The Earthgrains Company Stock Fund for at least one full plan year after the date the matched contributions are credited to the Plan. After the participant's matched contributions have matured, they may elect to invest the matched contributions in other investment funds. The balance of contributions can be invested in increments of 1% into any fund established under the Plan. Earnings are reinvested in the fund to which they relate. Distributions The Plan permits three types of in-service withdrawals: a non- hardship withdrawal, an age 59 1/2 withdrawal and a hardship withdrawal, as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's vested account balance. Employer contributions may or may not be vested depending on the circumstances of the terminations as defined in the plan document. Any portion not vested will be forfeited if the THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(k) PLAN Notes to Financial Statements June 30, 1997 Page 10 - -------------------------------------------------------------------------- participant is terminated and does not return to work within five years. Termination distributions from The Earthgrains Company Stock Fund and the Anheuser-Busch Stock Fund will be in the form of a stock certificate for all full shares and a check for the value of any partial shares. Alternatively, the participant may elect to receive the value of this common stock in cash. The value of any investments in other funds will be distributed in cash by a check unless the participant elects to have these amounts converted to Company stock prior to distribution. All in-service withdrawals are distributed in cash. Participant loans A participant may borrow before-tax and/or after-tax vested account balances. The minimum loan amount is $1,000; the maximum amount is the lesser of $50,000 less the highest outstanding loan balance under the Plan during the last 12 months, or 50% of the vested account balance. The interest rate is set at the prime rate plus one percentage point. Once the loan has been granted, the interest rate is fixed for the entire term of the loan. The term of the loan for the purchase of a principal residence may be up to 10 years; the term of a loan for any other reason may not exceed 5 years. Expenses Under the Plan, participants are charged an annual recordkeeping fee in addition to a loan fee, if applicable. The recordkeeping fee is charged against earnings on the participants' investments. All other fees of the Plan are paid first by forfeitures of nonvested account balances and then by the Company. Amendment or termination of the Plan The Company anticipates that the Plan will continue without interruption, but reserves the right to terminate its participation in the Plan subject to provisions of ERISA. If the Plan terminates, the Investment Committee will direct an accounting and distribution of all amounts held in the trust to the participants and beneficiaries. The distributions will be made in a lump-sum to each participant or beneficiary in the Plan account as of the termination date. This distribution will take place no later than one year subsequent to the Plan termination. 2. Summary of significant accounting policies Basis of accounting The Plan's financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. Investment valuation Investments in common stock, U.S. government securities and corporate debt instruments are stated at fair value based on the quoted market price at June 30, 1997; June 30, 1996; and THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(k) PLAN Notes to Financial Statements June 30, 1997 Page 11 - ---------------------------------------------------------------------- March 31, 1996, respectively. Investments in interest bearing cash, insurance contracts, and interests in common/collective trusts are stated at fair value as determined by the trustee. Participant loans are valued at cost which approximates fair value. Security transactions and investment income Investment purchases and sales, and related realized gains or losses, are recorded on the valuation date. Interest and dividend income are also recorded as of the valuation date. Net realized and unrealized appreciation in fair value of investments is comprised of the change in market value compared to the cost of investments retained in the Plan, and realized gains and losses on security transactions which represent the difference between proceeds and cost. 3. Federal income tax status In 1995, the Internal Revenue Service issued a determination letter that the Plan meets the "qualified plan" requirements of the Internal Revenue Code for exemption from federal income taxes. The Company has applied for a determination letter for the Plan as most recently amended, and the Company believes that the Plan continues to meet those requirements and is operating in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 4. Benefit obligations Benefit obligations for persons who have taken withdrawals from the Plan are as follows: June 30, June 30, March 31, 1997 1996 1996 The Earthgrains Company Stock Fund $ 54,922 $ 1,207 $ - Anheuser-Busch Stock Fund 50,638 13,567 Fidelity Money Market Trust Fund 2,197 1,103 Fidelity Intermediate Bond Fund 3,693 1,667 Fidelity U.S. Equity Index Portfolio 31,832 5,619 Fidelity Asset Manager Fund 6,165 5,308 Fidelity Contra Fund 1,207 - - -------- --------- --------- Total $150,654 $ 28,471 $ - ======== ========= ========= In accordance with generally accepted accounting principles, these amounts are not reported as distributions payable in the accompanying financial statements. However, the Department of Labor regulations require that these amounts be reported as liabilities on the Form 5500. Accordingly, net assets available for benefits reported on the Form 5500 is lower than that reflected in the financial statements by the above amounts. THE EARTHGRAINS COMPANY EMPLOYEE STOCK OWNERSHIP/401(k) PLAN Notes to Financial Statements June 30, 1997 Page 12 - ------------------------------------------------------------------------ 5. Transactions with parties-in-interest At June 30, 1997, the Plan held shares of The Earthgrains Company common stock. These shares had a total cost of $20,112,962 and total market value of $38,345,398 at June 30, 1997. During the 12 months ended June 30, 1997, transactions with the Company included aggregate purchases and sales totaling $2,928,287 and $375,972, respectively. At June 30, 1997, the Plan held shares of Anheuser-Busch common stock. These shares had a total cost of $5,984,453 and total market value of $10,244,638 at June 30, 1997. During the 12 months ended June 30, 1997, transactions with Anheuser-Busch included aggregate purchases and sales totaling $276,156 and $2,713,853, respectively. During the 12 months ended June 30, 1997, transactions with Wachovia Bank included aggregate purchases and sales totaling $9,218,878 and $9,216,598, respectively. These transactions are allowable parti-in-interest transactions under Section 408(e) and 408(b)(8) or ERISA and the regulations thereunder. 6. Notes payable In July 1996, the Plan issued $16,804,484 in guaranteed 8% ESOP notes to The Earthgrains Company. Interest is payable quarterly. The ESOP shall have the right to prepay all at any time, or any portion from time to time, of the unpaid principal prior to maturity, without penalty or premium, provided that on each prepayment date, the ESOP shall pay to the order of the Company all accrued and unpaid interest on the principal portion being prepaid to and including the date of such prepayment. Proceeds received from issuance of the notes were used to purchase 513,114 shares of Company common stock. The shares are maintained in the Company Stock Fund and are released and allocated to Plan participants to fund the employer match portion of the Plan, based on calculations specified in the plan document as contributions are made to the Plan. During the 12 months ended June 30, 1997, 450,586 shares were released to participants. At June 30, 1997 the Company Stock Fund held 59,838 unallocated shares. 7. Subsequent event On May 5, 1997, the Earthgrains Board of Directors declared a two-for- one stock split for shareholders of record as of May 30, 1997. The split is effective July 28, 1997 and, therefore, the share amounts in Note 6 do not reflect the stock split. THE EARTHGRAINS COMPANY EMPLOYEE STOCK SCHEDULE I OWNERSHIP/401(k) PLAN Line 27a-Schedule of Assets Held for Investment Purposes June 30, 1997 - -------------------------------------------------------------------------- Identity of issue, borrower Current lesser or similar party Description of investment Cost Value The Earthgrains Company* Common stock $20,112,962 $38,345,398 Anheuser-Busch Companies, Inc.* Common stock 5,984,453 10,244,638 Fidelity U.S. Equity Index Portfolio 2,656,626 3,346,578 Fidelity Asset Manager Fund 970,172 1,061,911 Fidelity Contra Fund 897,171 982,384 Fidelity Intermediate Bond Fund 637,121 639,641 Fidelity Money Market Trust Fund 277,279 277,279 Participant Loan Fund* Participant loans 400,707 400,707 *Represents party in interest.
THE EARTHGRAINS COMPANY EMPLOYEE STOCK SCHEDULE II OWNERSHIP/401(k) PLAN Line 27d-Schedule of Reportable Transactions 12 Months Ended June 30, 1997 - --------------------------------------------------------------------------- Identity of Number of Number Total cost party involved Description of asset purchases of sales of purchases Anheuser-Busch Common Stock 37 $ - Companies, Inc. The Earthgrains Common Stock 23 2,928,287 Company Wachovia Bank DTI Short-Term 272 233 9,218,878 Investment Fund Fidelity U.S. Equity Index 29 2,859,884 Portfolio Fidelity Intermediate Bond 26 956,281 Fund Fidelity Asset Manager Fund 21 1,186,513 Fidelity Contra Fund 21 897,563 Identity of Total proceeds Total cost of Gain or party involved Description of asset from sales assets sold (loss) Anheuser-Busch Common Stock $2,708,755 $1,597,125 $1,111,630 Companies, Inc. The Earthgrains Common Stock Company Wachovia Bank DTI Short-Term 9,216,598 9,216,598 Investment Fund Fidelity U.S. Equity Index Portfolio Fidelity Intermediate Bond Fund Fidelity Asset Manager Fund Fidelity Contra Fund
EX-23 2 Exhibit 23 Price Waterhouse LLP Consent of Independent Accountants We hereby consent to the incorporation by reference in this filing on Form 11-K of our report dated May 2, 1997, which appears on page 38 of the 1997 Annual Report to Shareholders of The Earthgrains Company, which is incororated by reference in The Earthgrains Company's Annual Report on Form 10-K for the fiscal year ended March 25, 1997. /s/PRICE WATERHOUSE, LLP Price Waterhouse, LLP St. Louis, Missouri December 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----